Avnet 2002 Annual Report Download - page 45

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PART III
Item 10. Directors and Executive OÇcers
The information called for by Item 10 (except to the extent set forth in Item 4A) is incorporated in this
Report by reference to the Company's deÑnitive proxy statement relating to the Annual Meeting of
Stockholders anticipated to be held on November 7, 2002.
Item 11. Executive Compensation
The information called for by Item 11 is incorporated in this Report by reference to the Company's
deÑnitive proxy statement relating to the Annual Meeting of Stockholders anticipated to be held on
November 7, 2002.
Item 12. Security Ownership of Certain BeneÑcial Owners and Management
The information called for by Item 12 (except for the Equity Compensation Plan Information set forth
below) is incorporated in this Report by reference to the Company's deÑnitive proxy statement relating to the
Annual Meeting of Stockholders anticipated to be held on November 7, 2002.
Equity Compensation Plan Information
Number of securities
remaining available for
future issuance under
Number of securities to Weighted-average equity compensation
be issued upon exercise exercise price of plans (excluding
of outstanding options, outstanding options, securities reÖected in
Plan category warrants and rights warrants and rights column(a))
(a) (b) (c)
Equity compensation
plans approved by
security holders(3)ÏÏÏ 9,336,218(1) $22.53 3,432,709(2)
Equity compensation
plans not approved by
security holdersÏÏÏÏÏÏ Ì Ì Ì
Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 9,336,218 $22.53 3,432,709
(1) Includes 9,186,916 outstanding options and 149,302 incentive shares awarded but not yet delivered.
(2) Includes 2,501,575 options available for grant, 157,890 incentive shares not yet awarded and 773,244
shares authorized for the Employee Stock Purchase Plan but not yet allocated.
(3) Options assumed through acquisitions accounted for as purchases are excluded from (1) above. The
outstanding balance of acquired options was 368,782 (column (a)) with a related weighted average
exercise price of $38.05 (column (b)).
The Company has one equity compensation plan that has not been approved by shareholders Ì the
Outside Director Stock Bonus Plan. Under this Plan, non-employee directors are awarded shares equal to
$20,000 of Avnet Common Stock upon their re-election each year, as part of their director compensation
package. Shares are issued in January of each year and the number of shares is calculated by dividing $20,000
by the closing price of Avnet Common Stock on the Ñrst business day of January. There is no established
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